Registration Document BOUYGUES

Legal information
1 • GENERAL
INFORMATION
Company name
Registered office
Bouygues
32 avenue Hoche
75008 Paris
France
Telephone +33 1 44 20 10 00
Registration No.
APE Code
Form
572 015 246 Paris
7010Z
Société Anonyme
(public limited company)
Date of
incorporation 15 October 1956
Termination date 14 October 2089
Financial year
Governing law
1 January to 31 December
Bouygues is incorporated
under French law. The activities
exercised by Group entities
on international markets
are generally subject to the
legislation of the country concerned,
or to other legislation,
made applicable by contract
or by international rule of
law. The Group is present in
several dozen countries. For
a single project, many different
contracts may be signed,
often governed by different
rules of law.
2 • BY-LAWS
2.1 Purpose
(Article 2 of the by-laws)
The company has as its purpose in all countries:
> the acquisition, directly or indirectly, of interests
in all French or foreign companies or groupings,
whatever their purpose or business, and the
management and disposal as appropriate of
such interests;
> the creation, acquisition, operation and disposal
of all French or foreign undertakings, in any field
of business, whether industrial, commercial
or financial, including in particular in the construction
sector (building, civil works, roads,
property) and the service sector (public utilities
management, media, telecommunications);
> and, in general, all industrial, commercial,
financial, mining and agricultural operations or
transactions, involving movable or real property
relating directly or indirectly to the purpose set
forth above or to all similar or related purposes
that may enable or facilitate the achievement or
pursuit thereof.
2.2 Appropriation of
earnings
(Article 24 of the by-laws)
At least 5% of net earnings for the year, less prioryear
losses if any, are retained in order to constitute
the legal reserve. This requirement ceases to be
mandatory when the legal reserve equals one-tenth
of the share capital.
After appropriations to other reserves and retained
earnings as decided by the Annual General
Meeting, the balance of distributable earnings is
divided between the shareholders.
2.3 Annual General
Meetings (Articles 19 to 21
of the by-laws)
Annual General Meetings are called in accordance
with the formalities required by law; they include
all shareholders, whatever the number of shares
they hold.
2.4 Economic and voting
rights attached to shares
(Articles 10 and 12 of the
by-laws)
Each share has pecuniary and non-pecuniary
rights, in compliance with law and as set out in
the by-laws. In particular, Article 10 of the by-laws
states that each share entitles the holder to partownership
of corporate assets and to part of the
profits equal to the portion of the capital it represents.
Article 12 of the by-laws states that, unless
otherwise specified by law, and unless the double
voting rights described hereafter apply, the number
of voting rights of each shareholder, and the
number of votes expressed in the Annual General
Meeting, is equal to the number of shares owned.
2.5 Double voting rights
(Article 12 of the by-laws)
This provision has been in force since 1 January
1972. It is based on a measure introduced in
the by-laws by the Annual General Meeting of
31 December 1969.
Double voting rights are allocated to all fully
paid-up shares that are proved to have been
registered in the name of the same holder for at
least two years.
In the event of a capital increase by incorporation of
reserves, profits or premiums, double voting rights
are conferred as of issue for registered shares
allocated as a bonus to shareholders in respect
of existing shares conferring such entitlement.
Double voting rights attached to registered shares
will be lost if those shares are converted into bearer
shares or if title to them is transferred, except where
otherwise provided by law.
An Extraordinary General Meeting may not abolish
double voting rights unless authorised to do so by
a special meeting of holders of those rights (Article
L. 225-99 of the Commercial Code).
2.6 Notification of major
holdings
(Article 8.3 of the by-laws)
Persons or entities directly or indirectly holding
at least 1% of the share capital or voting rights
are required to inform the company of the total
number of shares they own. Notification must be
made by registered letter with acknowledgement of
receipt sent to the registered office within 15 days
of conclusion of the transaction, on- or off-market,
irrespective of delivery of the securities.
Further notification must be provided as set out
above each time a shareholding increases or
decreases by 1%.
If disclosures are not made under the conditions
set forth above, the voting rights attached to shares
exceeding the fraction that should have been
disclosed are suspended under the conditions
provided by law if a request to that effect is made
at the Annual General Meeting by one or more
shareholders holding at least 5% of the company’s
share capital or voting rights.
BOUYGUES • 2011 Registration Document • LEGAL AND FINANCIAL INFORMATION • Legal information • 210